Featured publications

Are there really differences in how male and female directors approach their oversight roles? And, do the practices of boards with female directors vary from those of other boards? This report addresses these questions by looking at what male and female directors told us about their individual perspectives and the boards on which they serve.

Shareholder activism is exploding: The number of activists is increasing, their assets under management are growing, and their tactics and strategies are changing. Are your prepared? Read our report and take our risk assessment survey.

A fresh and critical look at the boardroom agenda is crucial as companies are confronted with a changing business landscape, technological advances, and significant risks such as cybersecurity. Our latest edition of Key considerations for board and audit committee members addresses topics for today’s changing boardroom agenda.

In the summer of 2014, 863 public company directors responded to our survey. Of those directors, 70% serve on the boards of companies with more than $1 billion in annual revenue, and participants represented nearly two-dozen industries. In PwC's 2014 Annual Corporate Directors Survey, directors share their views on governance trends that we believe will impact the board of the future, including: board performance and diversity, board priorities and practices, IT and cybersecurity oversight, strategy and risk oversight, and executive compensation and director communications.

BoardroomDirect e-newsletter

July 2015
This issue of BoardroomDirect® includes an article on how audit committees can deal with internal investigations. There is also news about the SEC proposing clawback policy rules and a concept release on audit committee disclosure, the PCAOB seeking comment on audit quality indicators, the FASB officially delaying the new revenue recognition standard for one year, and a report on how risk culture oversight is the next board frontier.

June 2015
This issue of BoardroomDirect® includes an article on how two audit committee members view two new publications on audit quality and assessing external auditors. There is also news about the SEC considering a clawback policy rule, Delaware approving a bill that bans fee-shifting bylaws, about two-thirds of proxy access proposals have received majority support, two former SEC chairs back proposal to disclose political spending, and the PCAOB seeks input on auditor’s use of work of specialists.

May 2015
This issue of BoardroomDirect® includes an article on how boards and management can address the strategic development and execution gap. There is also news about the SEC’s proposed pay vs. performance disclosure rules, SEC Chair White’s comments on the whistleblower program, the DOJ’s latest cybersecurity guidance, and a new paper from the PCAOB on Audit Committee Dialogue.

Corporate governance publications library

ProxyPulse: Second Edition 2015
This edition provides a snapshot of key shareholder voting metrics from 2,082 U.S. public company annual shareholder meetings held between January 1, 2015 and May 15, 2015. This season has been characterized by an uptick in many forms of shareholder activism including several high profile proxy battles, an increase in “Vote No” and “Vote Yes” campaigns, and a wave of shareholder proposals for proxy access.

Family business governance series: CEO succession planning
Succession planning’s goal is to provide the least amount of disruption to your business and to give you the widest possible choice of qualified candidates before you make that decision. While the process may consider candidates from outside the family and the company, in many cases it focuses on managers who are already with the company. This publication is the third in a series about family business corporate governance.

Audit Committee Excellence Series
The series provides practical and actionable insights, perspectives and ideas to help audit committees maximize committee performance.

NACD Directorship Repartees
Occasionally, the leader of PwC's Center for Board Governance will sit down with a public company director to discuss a timely topic. The interview, which will be videotaped, will be moderated by the editor of NACD Directorship magazine.

Quarter close: Directors edition Q1 2015
The Q1 2015 edition includes insight into the business and accounting impacts of declining oil and gas prices, the accounting implications of the Affordable Care Act, FASB, IASB and TRG developments related to implementing the new revenue standard, updates on FASB’s simplification proposals for stock-based compensation and income taxes, audit committees’ role in overseeing accounting principle changes, and integrating the evolving governance environment into the boardroom agenda.

Key consideration for board and audit committee members, 2014-2015 edition
A fresh and critical look at the boardroom agenda is crucial as companies are confronted with a changing business landscape, technological advances, and significant risks such as cybersecurity. Our latest edition of Key considerations for board and audit committee members addresses topics for today’s changing boardroom agenda.

Building or renewing your board
More and more family businesses are interested in corporate governance today. Many want to understand the value a board brings, and how to evolve their board to provide that value. This publication is the second in a series about family business corporate governance.

What is a board's role in family business?
More and more family businesses are interested in corporate governance today. Many want to understand the value a board brings, and how to evolve their board to provide that value. This publication is the first in a series about family business corporate governance.

Board oversight of risk: Defining risk appetite in plain English
Risk oversight continues to be top-of-mind for directors. One area that’s particularly important for boards to better understand is the company’s risk appetite. This publication defines risk appetite as it pertains to the board's oversight of risk management.

Director dialogue with shareholders - what you need to consider.
This publication describes the current public company-shareholder communications environment and provides a framework for boards to use as they consider whether and in what circumstances directors should participate in such discussions. It also addresses how Regulation Fair Disclosure (“Reg FD”) affects communications.

10Minutes on whistleblower reform
Whistleblower reform is having significant impact. The SEC’s Office of the Whistleblower has one full year of operation under its belt, and with it 3,001 tips and two awards to date. Leading companies are looking closely at the Office’s first-year report and drawing lessons for building stronger ethics and compliance programs. They’re also considering what it takes to create a highly ethical culture. This 10Minutes highlights the importance of having an ethical culture at the workplace.

Governance for Companies Going Public − What Works Best™
This book describes key governance decisions that companies need to make before and after an initial public offering (IPO) and includes insights from directors, executives, advisors, and the investor community. Among other topics, it discusses building the board and understanding the myriad governance influences. There is also a companion publication titled Going Public? Five Governance Factors to Focus On.

Going Public? Five Governance Factors to Focus On
This book is a companion publication for Governance for Companies Going Public − What Works Best™. A company that is planning to go public has a lot on its plate. As a result, decisions about the company‘s board and its governance processes often don‘t get the early focus they deserve. This publication helps companies understand what is behind some of the key governance decisions they face.

Directors and IT: What Works Best™
This two-part comprehensive guide was developed to help directors bridge the "IT confidence gap." Part 1 of this guide outlines a structured and efficient six-step oversight process that should help directors decide on and execute their approach to IT oversight. Part 2 provides background information, potential rewards and risks, and board considerations about various IT subjects that may be relevant to a company.

Directors and IT: What Works Best™ - Abridged version
This two-part comprehensive guide was developed to help directors bridge the "IT confidence gap." Part 1 of this guide outlines a structured and efficient six-step oversight process that should help directors decide on and execute their approach to IT oversight. Part 2 provides background information, potential rewards and risks, and board considerations about various IT subjects that may be relevant to a company.

Board effectiveness: What Works Best - 2nd edition
In the second edition of Board Effectiveness: What Works Best, directors and governance specialists share insights on lessons learned from around the globe, including recent developments and regulations that affect boards of directors. Board Effectiveness helps directors navigate the increasingly complicated and challenging environment they face.

Audit committee effectiveness: What works best, 4th edition
The audit committee's role in ensuring accurate and transparent disclosure is more important that it has ever been. This 4th edition helps audit committee members understand how best to carry out their many complex responsibilities and is intended to be a practical guide, providing information and best practices on topics that are most relevant to them.